RNA polymerase III is a complex multi-subunit enzyme directing transcription of small stable non-translated RNA genes: tRNAs, 5S rRNA, Alu-RNA, U6 snRNA genes and some others (class III genes). Because of its complexity the enzyme is the worst studied among three forms of eukariotic RNA polymerases, but it draws more attention of the researchers in recent years. The reason is that new data appeared about an essential role of RNA polymerase III RNA products in such important cell processes as growth, proliferation and differentiation. It was shown that the RNA product levels are changed depending on cell growth rate and cell cycle stage, during cancer transformation, virus infection and heat shock, and either depend on physiological state of the cell (slow and active proliferation and apoptosis). In this review we consider the structure and function of RNA polymerase HI, its general transcription factors and holoenzyme, the structure of different class III gene promoters, the preinitiation complex assembly and the transcription cycle. The second part of the review is devoted to the regulation of class III gene transcription in dependence on cell cycle stage, growth factor influence and cell growth rate, during cell transformation and apoptosis.